0001036325-11-000185.txt : 20111121
0001036325-11-000185.hdr.sgml : 20111121
20111121131053
ACCESSION NUMBER: 0001036325-11-000185
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20111121
DATE AS OF CHANGE: 20111121
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TRANSATLANTIC HOLDINGS INC
CENTRAL INDEX KEY: 0000862510
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 133355897
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-41434
FILM NUMBER: 111218421
BUSINESS ADDRESS:
STREET 1: 80 PINE ST
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 2123652200
MAIL ADDRESS:
STREET 1: 80 PINE STREET
CITY: NEW YORK
STATE: NY
ZIP: 10005
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DAVIS SELECTED ADVISERS
CENTRAL INDEX KEY: 0001036325
IRS NUMBER: 850360310
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 2949 E. ELVIRA ROAD
STREET 2: SUITE 101
CITY: TUCSON
STATE: AZ
ZIP: 85706
BUSINESS PHONE: (520)806-7600
MAIL ADDRESS:
STREET 1: 2949 E. ELVIRA ROAD
STREET 2: SUITE 101
CITY: TUCSON
STATE: AZ
ZIP: 85706
SC 13D/A
1
transatlantic13d1_112111.txt
DAVIS SELECTED ADVISERS, L.P.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)
Transatlantic Holdings, Inc.
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
893521104
___________________________________________
(CUSIP Number of Class of Securities)
Thomas Tays
Chief Legal Officer
DAVIS SELECTED ADVISERS, L.P.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
(520) 434-3771
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 2011
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
Rider 1A
CUSIP No. 893521104 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis Selected Advisers, L.P.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 6,102,806 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 6,920,885 shares (Shared)
1,255,249 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 14,278,940 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 0 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,940 shares
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.2%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 893521104 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis New York Venture Fund
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 5,741,151 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 5,741,151 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,741,151 shares
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.3%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D relates is
the Common Stock (the "Securities") of Transatlantic Holdings, Inc., a Delaware
corporation (the "Issuer"). The Issuer has its principal executive offices
located at 80 Pine Street, New York, New York.
Item 2. Identity and Background
(a)-(c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis
Advisors"), an investment advisor registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. The address
of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona
85756. Davis Advisors provides discretionary portfolio management services,
serving as investment adviser or sub-adviser for registered investment
companies (including the Davis Funds, Selected Funds, and Clipper Fund),
unregistered investment companies, offshore funds, and private accounts.
Davis Advisors also works with sponsors to serve as investment adviser for
managed money/wrap account programs. In certain managed money/wrap account
programs, Davis Advisors will provide non-discretionary investment management
services (generally in the form of model portfolios). Davis New York Venture
Fund, Inc. is a registered investment company organized as a Maryland
Corporation and has four series or portfolios, including Davis New York
Venture Fund. Davis New York Venture Fund, joint filer of this Schedule 13D,
may be reached c/o Davis Selected Advisers, L.P. 2949 East Elvira Road,
Suite 101, Tucson, Arizona 85756.
The names, business addresses, and principal occupations of the general partner
and executive officer of Davis Advisors, and each director and each executive
officer of Davis New York Venture Fund (collectively, the "Principals")are set
forth in Schedule I.
The Securities of the Issuer reported in Item 5 herein were acquired on behalf
of the investment advisory clients of Davis Advisors, Inc., including Davis
New York Venture Fund, under sole or shared discretionary authority granted to
Davis Advisors. None of the Securities are owned by or on behalf of Davis
Advisors and less than 0.5% of the Issuer's outstanding securities are owned
by Davis Advisors partners and officers and officers of Davis New York Venture
Fund, in aggregate.
(d) During the last five years, none of Davis Advisors, Davis New York Venture
Fund or any of the Principals has been convicted in any criminal proceeding.
(e) During the last five years, none of Davis Advisors, Davis New York Venture
Fund or any of the Principals has been a party to any civil or administrative
proceeding that resulted in such person or entity being subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Davis Advisors is a Colorado limited partnership; Davis New York Venture
Fund is a Maryland corporation. The citizenship of each Principal is set forth
in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Davis Advisors used approximately
$610,791,270 in the aggregate to purchase the Securities reported in this
filing. All funds used to purchase Securities were assets of these respective
clients and none were assets of Davis Advisors. In addition, none of the funds
used to purchase the Securities were provided through borrowings of any nature.
Item 4. Purpose of Transaction
Item 4 shall be amended and restated as follows:
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Davis Advisors
has either sole or shared discretionary dispositive or voting power. The
Beneficial ownership on the part of Davis Advisors is expressly disclaimed,
as permitted by Rule 13d-4. All purchases of Securities were made for
investment purposes only and in the ordinary course of business of Davis
Advisors as a registered investment advisor. Davis Advisors may, from time
to time and at any time, purchase additional securities on behalf of clients
in the future. Davis Advisors reserves the right to sell all or a part of
the current holdings of the Securities from time to time and at any time.
Davis Advisors is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Davis Advisors analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of
such companies.
Davis Advisors qualifies as an institution which may elect to file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its
reporting of the ownership positions held by its investment advisory clients.
As the result of investment analysis or the occurrence of events, Davis
Advisors may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant
matters or possible courses of action to assist in building corporate
intrinsic value per share or to cause the portfolio company's true economic
value to be recognized. In such situations, Davis Advisors may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to
be more active in corporate governance and management matters, and to
have the ability to enter into discussions with third parties
concerning proposed corporate transactions of a significant nature.
On June 12, 2011, via a press release, the Issuer announced that it had
entered into a definitive merger agreement with Allied World Assurance
Company Holdings, AG (NYSE: AWH) that will create a global specialty
insurance and reinsurance company.
Davis Advisors:
1. has serious concerns about the proposed transaction;
2. may oppose the proposed transaction;
3. may encourage the Issuer's management to explore other strategic options
to maximize shareholder value; and
4. may have additional conversations with the Issuer and/or third parties
regarding opportunities to maximize the Issuer's value including any
of the actions or transactions enumerated in clauses (a) through (j)
of Item 4.
To satisfy the requirements of New York State Insurance regulators, on
June 10, 2009 Davis Advisors entered into a binding agreement with the
Issuer whereby Davis Advisors agreed to vote the number of shares of
the Issuer owned by Davis Advisors in excess of 9.9% of the Issuers'
outstanding shares in a manner proportionate to the vote of the owners
of the shares (excluding Davis Advisors, shareholders beneficially
owning more than 10% of outstanding shares, and directors and officers
of the Issuer) voting on such matters.
To satisfy the requirements of New York State Insurance regulators, on
June 17, 2009 Davis Advisors entered into a Special Commitment to the
New York Insurance Department in which Davis Advisors agreed, among other
things, that it will not directly or indirectly
1. Acquire or retain shares that would cause its ownership of the Issuer
to exceed 24.9% of the Issuer's issued and outstanding voting securities;
2. By any means direct or cause the direction, or attempt to direct or
cause the direction, of the management or policies of the Issuer, including
exercising or attempting to exercise a controlling
influence over the management or policies of the Issuer or otherwise
exercise or attempt to exercise control over the Issuer;
3. Propose a director or slate of directors in opposition to a
nominee or slate of nominees proposed by the management or the
Board of Directors of the Issuer;
4. Seek or accept representation on the Board of Directors of
the Issuer;
5. Solicit or participate in soliciting proxies with respect to
any matter presented to the shareholders of the Issuer; however,
it is recognized that Davis Advisors receives inquires from investors
with respect to specific proxy materials and Davis Advisors may
discuss same with such investors as part of its investment
responsibilities;
6. Without 30-day prior notification to the New York Insurance
Department, enter into any transactions of the kinds set forth
in New York Insurance Law Section 1505(c) or (d) with the Issuer.
As of August 23, 2011, based upon the current offer, Davis Advisors
has decided to oppose the proposed agreement and plan of merger
with Allied World Assurance Company Holdings, AG (NYSE: AWH)
dated June 12, 2011. Davis Advisors believes that the current
offer from Allied World Assurance Company Holdings is not in the
best interest of maximizing value for shareholders. Davis Advisor's
agreement (described above) with the Issuer allows Davis Advisors
to vote 9.9% of the Issuer's outstanding shares in connection with
the proposed merger, and at this time, Davis Advisors intends to
vote against this proposed merger.
On November 21, 2011 Alleghany Corporation (NYSE: Y) ("Alleghany")
and Transatlantic Holdings, Inc. (NYSE: TRH) ("Transatlantic")
announced that the companies have entered into a definitive agreement
under which Transatlantic will combine with Alleghany. Davis Advisors
believes the combination of Transatlantic and Alleghany makes great
strategic sense and should create significant long-term value for both
groups of stockholders Currently, Davis Advisors intends to vote in
support of this combination but reserves the right to change its mind.
Davis Advisors may add to or redeem its shares of the issuer.
Item 5. Interest In Securities Of The Issuer
Item 5 shall be amended and restated as follows:
(a) The aggregate number and percentage of Securities to which this Schedule
13D relates is 14,278,940 shares of the common stock of the Issuer,
constituting approximately 23.2% of the Issuer's outstanding shares,
Rider 6A.
___________________________________________________________________
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Davis Advisors' Voting Authority
Sole: 6,102,806 10.0%
Shared: 6,920,885 11.2%
None: 1,255,249 2.0%
Total 14,278,940 23.2%
Davis Advisors' Dispositive Authority
Sole: 14,278,940 23.2%
Shared: none 0.0%
Total 14,278,940 23.2%
___________________________________________________________________
Davis New York Venture Fund's Voting Authority
Sole: none 0.0%
Shared: 5,741,151 9.3%
None: none 0.0%
Total 5,741,151 9.3%
Davis New York Venture Fund's Dispositive Authority
Sole: none 0.0%
Shared: 5,741,151 9.3%
Total 5,741,151 9.3%
(b) Davis Advisors generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary
accounts of its investment clients, and may be granted the sole
power to vote or direct the vote of such Securities; such powers
may be retained by or shared with the respective clients for shared
or non-discretionary accounts. Shares held by Davis New York
Venture Fund are reported in the "shared" category.
(c) Please see Schedule II for purchase and sale transactions in
the Securities during the past sixty days.
(d) The investment advisory clients of Davis Advisors have the sole
right to receive and, subject to notice, to withdraw the proceeds
from the sale of the Securities, and the sole power to direct the
receipt of dividends from any of the Securities held for their
respective accounts. Such clients may also terminate the investment
advisory agreements without penalty upon appropriate notice. Davis
Advisors does not have an economic interest in any of the Securities
reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Davis Advisors are established
in written investment advisory agreements between clients and Davis
Advisors, which are entered into in the normal and usual course of
the business of Davis Advisors as a registered investment advisor
and which are generally applicable to all securities purchased for
the benefit of each such discretionary private account. There are
no special or different agreements relating to the Securities of
the Issuer.
The written investment advisory agreements with clients generally
do not contain provisions relating to borrowing of funds to finance
the acquisition of the Securities, acquisition of control, transfer
of securities, joint ventures, or any of the other transactions
listed in the instructions to Item 6 of Schedule 13D other than
voting of proxies. In connection with voting, Davis Advisors may
be allowed or directed to vote the proxies received by client accounts.
Item 7. Material to be Filed as an Exhibit
Item 7 shall be amended and restated as follows:
Exhibit 1 Joint Filing Agreement by and between Davis Advisors and Davis New
York Venture Fund, dated November 21, 2011
Exhibit 2 Disclaimer of Control Davis Selected Advisors Filed Pursuant to
Section 1501(c) of New York Insurance Law 0n behalf of
Transatlantic Reinsurance Company
Exhibit 3 Special Commitment To The New York State Insurance Department
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 21, 2011
DAVIS SELECTED ADVISERS, L.P.
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Chief Legal Officer
DAVIS NEW YORK VENTURE FUND
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13D with respect to the Securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to
this Schedule 13D. In evidence thereof, the undersigned hereby execute this
Agreement as of November 21, 2011.
Davis Selected Advisers, L.P.
By /s/ Thomas Tays
_________________________________
Thomas Tays
Vice President and Chief Legal Officer
Davis New York Venture Fund
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
Exhibit 2
Disclaimer of Control Davis Selected Advisors Filed Pursuant
to Section 1501(c) of New York Insurance Law 0n behalf of Transatlantic
Reinsurance Company
June 10, 2009
VIA FEDERAL EXPRESS
Mr. Bruno Bailo
Examiner
New York Insurance Department
25 Beaver Street
New York, New York 10004
Re: Disclaimer of Control Davis Selected Advisors
Filed Pursuant to Section 1501(c) of New York Insurance
Law On behalf of Transatlantic Reinsurance Company
Dear Mr. Bailo:
As discussed during our June 2, 2009 telephone conversation with the
Department, Transatlantic Reinsurance Company and Putnam Reinsurance Company
(hereafter "TRC") on their own behalf and on behalf of Davis Selected
Advisors, L.P., a Colorado Limited Partnership (hereafter "Davis") herewith
request a determination of non-control with respect to Davis's ownership stake
in Transatlantic Holdings, Inc. (hereafter "TRH"), the 100% owner of TRC.
We request this determination pursuant to the authority granted to the
Superintendent of Insurance by Section 1501(c) of the New York Insurance Law.
This matter arises from Davis's equity holdings in the TRH, a publicly held,
Delaware domiciled, Insurance Holding Company (NYSE: TRH).
As of June 8, 2009 TRH had 67,364,724 voting shares issued and outstanding.
As of June 8, 2009 Davis had sole dispositive power over 15,369,728 shares
of TRH of which it had sole voting power over 14,585,302 shares of TRH,
representing 21.65% of all voting shares issued and outstanding.
Davis does not hold or have rights under any other notes, bonds, or other
obligations from TRH.
Davis does not have any rights to acquire directly or indirectly
additional shares of TRH.
Section 1501(2) of the Insurance Law creates a presumption of control
under certain conditions:
"(2) "Control", including the terms "controlling", "controlled by" and
"under common control with", means the possession direct or indirect of
the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by
contract (except a commercial contract for goods or non-management
services) or otherwise; but no person shall be deemed to control another
person solely by reason of his being an officer or director of such other
person. Subject to subsection (c) hereof, control shall be presumed to
exist if any person directly or indirectly owns, controls or holds with
the power to vote ten percent or more of the voting securities of any
other person."
Davis and TRC assert that Section 1501(2) is inapplicable in this instance
save for the presumption of "control" created by Davis's ownership of TRH
shares. Davis, as set forth in Paragraph 1, Agreement to Vote of the Voting
Agreement (attached and also excerpted below), has agreed to vote all shares
in excess of 9.9% of its shares (the "Excess Shares")in a manner proportionate
to the other stockholders (excepting itself and other stockholders owning more
than 10%).
"1. Agreement to Vote.
The Stockholder hereby agrees to vote the number of Shares Beneficially
Owned by it in excess of 9.9% of the outstanding Shares (such number of
Shares, the "Excess Shares") on each matter on which the Excess Shares
shall be entitled to vote at every duly called annual or special meeting
of stockholders of the Company, and at every postponement or adjournment
thereof, or to act by written consent in lieu of any meeting of the
stockholders of the Company, in a manner proportionate to the vote of
the holders of the Shares (other than Stockholder, stockholders of the
Company Beneficially Owning more than 10% of the outstanding Shares and
directors and officers of the Company) voting on (and entitled to vote on)
such matter. For the purposes of this Agreement, "Beneficial Ownership",
"Beneficial Owner" and "Beneficially Own" refer to ownership by any person
who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares (a) voting power
which includes the power to vote, or to direct the voting of, such
security; and/or (b) investment power which includes the power to dispose,
or to direct the disposition of, such security; and shall otherwise be
interpreted in accordance with the term "beneficial ownership" as defined
in Rule 13d-3 adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended."
Davis and TRC further assert that Section 1501(2) is inapplicable in this
instance because Davis, as agreed in paragraph 2, Grant of Proxy (attached
and also excerpted below), has granted TRH a proxy to vote all Excess Shares
in the manner specified in Paragraph 1 of the Voting Agreement.
2. Grant of Proxy.
(a) Stockholder hereby constitutes and appoints the Company, with full
power of substitution, its true and lawful proxy and attorney-in-fact to
vote at any meeting (and any adjournment or postponement thereof) of the
Company's stockholders called for any purpose, or to execute a written
consent of stockholders in lieu of any such meeting, all Excess Shares
that Stockholder is entitled to vote as of the relevant record date in
the manner specified in Section 1 hereto.
(b) The proxy and power of attorney granted herein shall be irrevocable
during the term of this Agreement, shall be deemed to be coupled with
an interest sufficient in law to support an irrevocable proxy and shall
revoke all prior proxies granted by Stockholder. Stockholder shall not
grant any proxy to any person which conflicts with the proxy granted
herein, and any attempt to do so shall be void.
(c) If Stockholder fails for any reason to vote its Excess Shares as
required by Section 1 hereof, then the Company shall have the right to
vote the Excess Shares at any meeting of the Company's stockholders and
in any action by written consent of the Company's stockholders in
accordance with Section 1. The vote of the Company shall control in
any conflict between a vote of such Excess Shares by the Company and
a vote of such Excess Shares by Stockholder.
Based on the foregoing we believe it reasonable for the Superintendent to
determine that Davis, because of the restrictions on its ability to vote
its shares as set forth in the Voting Agreement and because there are no
other agreements, obligations, instruments or covenants that grant Davis
any role in day to day management or participation in the activities or
election of the Board of Directors is not a Controlling Person within the
Meaning of Section 1501 (2) of the New York Insurance Law.
Should any of the circumstances of Davis's involvement in the affairs of
TRC change, Davis and/or TRC will inform the Department immediately so that
the Superintendent can modify any determination as deemed appropriate.
We respectfully request that this letter and its contents receive
confidential treatment in accordance with New York Law as it contains
confidential information. If a preliminary determination is made not to
afford confidential treatment to any portion of this application that is
not already public information, as a result of a Freedom of Information
Law request or otherwise, TRC and Davis request they be given notice
thereof and ample time to permit an appropriate response as to why such
information should remain confidential.
We thank you for your time and consideration, please contact the
undersigned if you have any questions or require additional information
in support of this request.
Sincerely,
Edward J. Kelley
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made and entered into
as of June [ ], 2009 by and between Transatlantic Holdings, Inc., a
Delaware corporation (the "Company") and Davis Selected Advisors, L.P.
a Colorado limited partnership ("Stockholder").
RECITALS
WHEREAS, as of the date hereof, Stockholder is the record and
Beneficial Owner of shares of common stock, par value $1.00 per
share, of the Company (the "Shares");
WHEREAS, each of Stockholder and the Company desires, for its
mutual benefit and protection, to enter into this Agreement with
respect to certain matters relating to the voting of the Shares
and certain other matters set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals
and the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties hereto hereby agree as follows:
1. Agreement to Vote. The Stockholder hereby agrees to vote the number
of Shares Beneficially Owned by it in excess of 9.9% of the outstanding
Shares (such number of Shares, the "Excess Shares") on each matter on
which the Excess Shares shall be entitled to vote at every duly called
annual or special meeting of stockholders of the Company, and at every
postponement or adjournment thereof, or to act by written consent in
lieu of any meeting of the stockholders of the Company, in a manner
proportionate to the vote of the holders of the Shares (other than
Stockholder, stockholders of the Company Beneficially Owning more than
10% of the outstanding Shares and directors and officers of the Company)
voting on (and entitled to vote on) such matter. For the purposes of this
Agreement, "Beneficial Ownership", "Beneficial Owner" and "Beneficially
Own" refer to ownership by any person who, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise, has
or shares (a) voting power which includes the power to vote, or to direct
the voting of, such security; and/or (b) investment power which includes
the power to dispose, or to direct the disposition of, such security; and
shall otherwise be interpreted in accordance with the term "beneficial
ownership" as defined in Rule 13d-3 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
2. Grant of Proxy.
(a) Stockholder hereby constitutes and appoints the Company,
with full power of substitution, its true and lawful proxy and
attorney-in-fact to vote at any meeting (and any adjournment or
postponement thereof) of the Company's stockholders called for any
purpose, or to execute a written consent of stockholders in lieu of
any such meeting, all Excess Shares that Stockholder is entitled to
vote as of the relevant record date in the manner specified in
Section 1 hereto.
(b) The proxy and power of attorney granted herein shall be
irrevocable during the term of this Agreement, shall be deemed to
be coupled with an interest sufficient in law to support an
irrevocable proxy and shall revoke all prior proxies granted by
Stockholder. Stockholder shall not grant any proxy to any person
which conflicts with the proxy granted herein, and any attempt
to do so shall be void.
(c) If Stockholder fails for any reason to vote its Excess
Shares as required by Section 1 hereof, then the Company shall
have the right to vote the Excess Shares at any meeting of the
Company's stockholders and in any action by written consent of
the Company's stockholders in accordance with Section 1. The vote
of the Company shall control in any conflict between a vote of
such Excess Shares by the Company and a vote of such Excess
Shares by Stockholder.
3. Representations and Warranties of the Stockholder. The
Stockholder represents and warrants to the Company as follows:
(a) Organization and Authority. As of the date hereof,
Stockholder is the Beneficial Owner of more than 10% of the
outstanding Shares. Stockholder is a limited partnership duly
formed, validly existing and in good standing under the Laws
of the State of Colorado. Stockholder has full legal power
and authority, and has taken all required legal action necessary,
to execute and delivery this Agreement and all other agreements,
instruments, certificates, notices and other documents as are
necessary to consummate the transactions contemplated hereby and
otherwise to carry out the terms of this Agreement. Stockholder
has duly and validly authorized the execution and delivery of
this Agreement, and the consummation of the transactions
contemplated hereby has been duly and validly authorized by
it and no other proceedings on its part are necessary to
authorize the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly and
validly executed by Stockholder and, assuming due authorization,
execution and delivery by the Company constitutes, the legal,
valid and binding agreement of Stockholder, enforceable against
Stockholder in accordance with the terms hereof.
(d) Consents and Approvals. No consent, approval, waiver,
authorization, notice or filing is required to be obtained by
Stockholder from, or to be given by it to, or made by it with,
any domestic or foreign governmental, legislative, judicial,
administrative or regulatory authority, agency, commission,
body, court, association or entity (a "Governmental Entity")
or any other person, in connection with the execution, delivery
and performance by Stockholder of this Agreement.
(e) Non-Contravention. The execution, delivery and
performance by Stockholder of this Agreement, and the consummation
of the transactions contemplated hereby, do not and will not (i)
violate any provision of its organizational documents; (ii) conflict
with, or result in the breach of, or constitute a default under,
or result in the termination, cancellation, modification or
acceleration (whether after the filing of notice or the lapse of
time or both) of any right or obligation of it under, or result
in a loss of any benefit to which it is entitled under, any
contract or agreement, or result in the creation of any liens,
claims, encumbrances, mortgages, security interests and charges
of any nature whatsoever ("Liens") (other than as created by this
Agreement) upon its assets and properties; or (iii) violate, or
result in a breach of, or constitute a default under any law or
order, writ, judgment, injunction, decree or award entered by or
with any Governmental Entity to which it is subject, other than,
in the cases of clauses (ii) and (iii), conflicts, breaches,
terminations, defaults, cancellations, accelerations, losses,
violations or Liens that would not materially impair or delay
its ability to perform its obligations hereunder.
4. Shares. This Agreement shall govern all Shares now or
hereafter Beneficially Owned by Stockholder.
5. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties with
respect to the subject matter hereof.
6. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by facsimile, by registered
or certified mail (postage prepaid. return receipt requested)
or sent by nationally-recognized overnight courier to each
other party as set forth below or to such other address as
the party to whom notice is to be given may have furnished to
the other parties hereto in writing in accordance herewith.
Any such notice or communication shall be deemed to have been
delivered and received (a) in the case of personal delivery,
on the date of such delivery, (b) in the case of facsimile,
on the date sent if confirmation of receipt is received and
such notice is also promptly mailed by registered or certified
mail (return receipt requested), (c) in the case of a
nationally-recognized overnight courier in circumstances under
which such courier guarantees next business day delivery, on
the next business day after the date when sent and (d) in the
case of mailing, on the fifth business day following that on
which the piece of mail containing such communication is posted:
if to the Company: Transatlantic Holdings, Inc.
80 Pine Street
New York, NY 10005
Attention: Gary A. Schwartz
SVP and General Counsel
Facsimile: (212) 248-0965
with a copy to: Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP.
200 Park Avenue
New York, New York 10017
Attention: Lois Herzeca, Esq.
Facsimile: (212) 351 -5218
if to Stockholder: Davis Selected Advisers, L.P.
2949 E. Elvira Road
Tucson, Arizona 85756
Attention Thomas Tays, CLO
with a copy to: Davis Selected Advisers, L.P.
609 Fifth Ave., 11th Floor
New York, New York 10017
Attention: Anthony Frazia, CCO
7. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective
and valid under applicable law but if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or
portion of any provision in such jurisdiction, and this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never
been contained herein.
8. Amendments; Waivers; Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed
by the parties hereto. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon
compliance by any other party hereto with its obligations hereunder,
and any custom or practice of the parties at variance with the terms
hereof, shall not constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to demand such
compliance.
9. Governing Law; Venue; Specific Performance; Waiver of Jury
Trial. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS
SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW
PRINCIPLES THEREOF. The parties hereby irrevocably submit to the exclusive
jurisdiction of the courts of the State of Delaware and the Federal courts
of the United States of America located in the State of Delaware solely in
respect of the interpretation and enforcement of the provisions of this
Agreement and of the documents referred to in this Agreement, and in
respect of the transactions contemplated hereby, and hereby waive, and
agree not to assert, as a defense in any action, suit or proceeding for
the interpretation or enforcement hereof or of any such document,
that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in said courts or that the
venue thereof may not be appropriate or that this Agreement or any
such document may not be enforced in or by such courts, and the parties
hereto irrevocably agree that all claims with respect to such action
or proceeding shall be heard and determined in such a Delaware State
or Federal court. The parties hereby consent to and grant any such
court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that mailing of process or other papers
in connection with any such action or proceeding in the manner provided
in Section 6 hereof or in such other manner as may be permitted by
applicable law, shall be valid and sufficient service thereof.
The parties agree that irreparable damage would occur and that the
parties would not have any adequate remedy at law in the event that
any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this
Agreement in any Federal court or in Delaware state court, this
being in addition to any other remedy to which they are entitled
at law or in equity.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.
10. Counterparts. This Agreement may be executed by
facsimile and in one or more counterparts, each of which
shall be deemed to be an original but all of which shall
constitute one and the same agreement.
11. Further Assurances. At the request of any party to
another party or parties to this Agreement, such other party
or parties shall execute and deliver such commercially
reasonable instruments or documents to evidence or further
effectuate (but not to enlarge) the respective rights and
obligations of the parties and to evidence and effectuate
any termination of this Agreement in accordance with its terms.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the day and year first above written.
DAVIS SELECTED ADVISORS, L.P.
By:
Name: Anthony Frazia
Title: Co-Chief Compliance Officer
TRANSATLANTIC HOLDINGS, INC.
By:
Name: Gary A. Schwartz
Title: Senior Vice President
and General Counsel
Exhibit 3
Special Commitment To The New York State Insurance Department
Special Commitment To
The New York State Insurance Department
Re: Application for Determination of Non-Control of Transatlantic Holdings,
Inc. (the "Company") by Davis Selected Advisers, L.P. (the "Applicant")
Filed Pursuant to New York Insurance Law 1505(c)
Dear Superintendent Eric R. Dinallo:
In connection with the captioned application, the Applicant agrees that it
will not, directly or indirectly:
1. Acquire or retain shares that would cause its ownership of the Company
to exceed 24.9% of the Company's issued and outstanding voting securities;
2. By any means direct or cause the direction, or attempt to direct or
cause the direction, of the management or policies of the Company,
including exercising or attempting to exercise a controlling influence
over the management or policies of the Company or otherwise exercise
or attempt to exercise control over the Company;
3. Propose a director or slate of directors in opposition to a nominee
or slate of nominees proposed by the management or the Board of
Directors of the Company;
4. Seek or accept representation on the Board of Directors of the Company;
5. Solicit or participate in soliciting proxies with respect to any matter
presented to the shareholders of the Company; however, it is recognized
that the Applicant receives inquires from investors with respect to
specific proxy materials and the Applicant may discuss same with such
investors as part of its investment responsibilities;
6. Without 30-day prior notification to the New York Insurance Department,
enter into any transactions of the kinds set forth in New York Insurance
Law Section 1505(c) or (d) with the Company.
As used herein, the "Applicant" means the Applicant and all of its
subsidiaries. The term "control" shall have the meaning set forth in
New York Insurance Law Section 1501 (a)(2). The term "subsidiary" shall
have the meaning set forth in New York Insurance Section 107(40).
Very truly yours,
DAVIS SELECTED ADVISERS, L.P.
(The "Applicant")
Anthony Frazia, JD, CRCP
Co-Chief Compliance Officer/
Director of Institutional Compliance,
Operations & Risk Management
By:________________________
[OFFICER]
Dated: June 17, 2009
[Signature Page to Voting Agreement]
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for the general partner and each of the
executive officers of Davis Advisors: name; business address; and present
principal occupation or employment. Each individual identified below is
a citizen of the United States.
DAVIS SELECTED ADVISERS, L.P.
General Partner: Davis Investments, LLC (a Delaware limited liability company)
serves as Davis Selected Advisers, L.P.'s sole general partner. Davis
Investments, LLC is wholly owned by Christopher Davis.
Executive Officers
Sole Member & Chairman Christopher C. Davis(1)
President Andrew A. Davis(2)
Chief Operating Officer Kenneth C. Eich(3)
Chief Marketing Officer Russell O. Wiese(1)
Vice President, Chief Financial Officer, Treasurer &
Assistant Secretary Gary P. Tyc(3)
Vice President, Chief Legal Officer, General Counsel,
& Secretary Thomas D. Tays(3)
Vice President & Chief Compliance Officer Sharra L. Haynes(3)
Co-Chief Compliance Officer Anthony Frazia(1)
Vice President & Information Technology Manager Sandra E. Duran(2)
Vice President & Director of Fund Accounting Douglas A. Haines(3)
Assistant Vice President Catherine A. Merlino(3)
(1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020
(2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501
(3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
Davis New York Venture Fund
The following information is disclosed for each of the directors and
executive officers of Davis New York Venture Fund: name; business
address; and present principal occupation or employment. Each individual
identified below is a citizen of the United States. The address of each
individual for purposes of correspondence is c/o Davis Selected Advisers,
L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
Directors
Thomas Gayner: Chairman of the Board. President and Chief Investment Officer,
Markel Corporation (an insurance company)
Marc Blum: Director. Chief Executive Officer, World Total Return Fund, LLLP; of
Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm).
Andrew Davis: Director President or Vice President of each Davis Fund and
Selected Fund; President, Davis Selected Advisers, L.P., and also serves
as an executive officer in certain companies affiliated with the Adviser.
Christopher Davis: Director. President or Vice President of each Davis Fund,
Selected Fund, and Clipper Fund; Chairman of Davis Selected Advisers, L.P.,
and also serves as an executive officer in certain companies affiliated with
the Adviser.
John Gates, Jr.: Director. Chairman and Chief Executive Officer of
PortaeCo LLC, a private investment company.
G. Bernard Hamilton: Director. Retired. Former Managing General Partner, Avanti
Partners, L.P. (investment partnership).
Samuel Iapalucci: Director. Retired. Former Executive Vice President and Chief
Financial Officer, CH2M HILL Companies Ltd., (engineering).
Robert Morgenthau: Director. Principal, Spears/Abacus (an investment
management firm).
Marsha Williams: Director. Retired: Formerly Senior Vice President and Chief
Financial Officer of Orbitz Worldwide, Inc. (travel service provider)
Officers
Christopher Davis: See description in the section on Directors.
Andrew Davis: See description in the section on Directors.
Kenneth Eich: Executive Vice President and Principal Executive Officer of
each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Chief
Operating Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Douglas Haines: Vice President, Treasurer, Chief Financial Officer, Principal
Financial Officer, and Principal Accounting Officer of each of the Davis Funds,
Selected Funds, and Clipper Fund, Inc.; Vice President and Director of Fund
Accounting, Davis Selected Advisers, L.P.
Sharra Haynes: Vice President, Chief Compliance Officer of each of the Davis
Funds, Selected Funds, and Clipper Fund, Inc.; Vice President and Chief
Compliance Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Thomas Tays: Vice President and Secretary of each of the Davis Funds, Selected
Funds, and Clipper Fund, Inc.; Vice President, Chief Legal Officer and
Secretary, Davis Selected Advisers, L.P.; and also serves as an executive
officer in certain companies affiliated with the Adviser.
SCHEDULE II
Securities transactions in the last 60 days.
Purchases and sales by Davis Advisors were conducted in the open market in
the ordinary course of business.
Transaction Type Date # of Shares Price per Share
(Net of commissions)
Sold 9/19/2011 148 $47.67
Sold 9/20/2011 114 $47.90
Sold 9/21/2011 117 $47.38
Sold 9/22/2011 144 $44.97
Sold 9/23/2011 178 $45.79
Sold 9/26/2011 283 $48.39
Sold 9/27/2011 81 $49.11
Sold 9/28/2011 132 $48.54
Sold 9/29/2011 36 $48.50
Sold 9/30/2011 97 $49.07
Sold 10/3/2011 62 $47.92
Sold 10/4/2011 239 $47.21
Sold 10/5/2011 240 $48.92
Sold 10/6/2011 729 $49.26
Sold 10/7/2011 95 $49.39
Sold 10/10/2011 275 $49.93
Sold 10/11/2011 486 $50.38
Sold 10/12/2011 107 $51.35
Sold 10/13/2011 23 $51.12
Sold 10/14/2011 200 $51.26
Sold 10/17/2011 67 $51.24
Sold 10/18/2011 566 $51.77
Sold 10/19/2011 35 $51.64
Sold 10/20/2011 139 $51.78
Sold 10/21/2011 619 $52.48
Sold 10/24/2011 106 $52.90
Sold 10/25/2011 47 $53.10
Sold 10/26/2011 9,881 $52.70
Sold 10/27/2011 645 $52.97
Sold 10/28/2011 246 $53.05
Sold 10/31/2011 65,644 $52.20
Sold 11/1/2011 50,379 $51.77
Sold 11/2/2011 160,111 $51.81
Sold 11/3/2011 287 $52.77
Sold 11/4/2011 311 $53.86
Sold 11/7/2011 46,416 $54.63
Sold 11/8/2011 311 $54.88
Sold 11/9/2011 401 $54.43
Sold 11/10/2011 229 $54.22
Sold 11/11/2011 293 $54.87
Sold 11/14/2011 21,645 $54.81
Sold 11/15/2011 30,880 $54.92
Sold 11/16/2011 469 $54.58
Sold 11/17/2011 594 $54.06
Sold 11/18/2011 1,397 $54.33
DAVIS SELECTED ADVISERS, L.P.
Schedule 13D Riders
Rider 1A
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other
provisions of the Act (however, see the Notes).
Rider 6A
Based upon 61,644,506 shares stated to be outstanding as of September 30,
2011 in the Issuer's Form 10_Q filed with the Securities Exchange
Commission on November 4, 2011.